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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
HUMAN GENOME SCIENCES, INC.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
444903108
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(CUSIP Number)
Donald F. Parman, SmithKline Beecham Corporation
One Franklin Plaza, Philadelphia, PA 19102
Telephone 215-751-7633
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 13, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 444903108 Page 2 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SmithKline Beecham Corporation
23-1099050
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,355,338
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,355,338
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,355,338
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
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14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5 Pages
Item 1. Security and Issuer.
Common Stock, $.01 par value per share
Human Genome Sciences, Inc.
9410 Key West Avenue
Rockwell, Maryland 20850-3331
Item 2. Identity and Background.
(a) SmithKline Beecham Corporation (SBCorp), a Pennsylvania
corporation, discovers, develops, manufactures and markets pharmaceutical
products, and provides healthcare services including disease management.
(b) The principal business address for SBCorp is:
One Franklin Plaza
Philadelphia, Pennsylvania 19102
(c) Information concerning SBCorp is set forth in response to
Item 2(a) above.
(d) During the last five years, SBCorp has not been convicted
in a criminal proceeding, excluding traffic violations or similar misdemeanors.
(e) During the last five years SBCorp was not a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result thereof subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to Federal
or State securities laws or finding any violation with respect to such laws.
(f) Not applicable.
Item 3. Source and Amount of Funds or Other Consideration.
SBCorp acquired 339,065 newly issued shares of Common Stock for
$18,065,823.98 on February 13, 1996 in a private placement. In May 1993,
SBCorp acquired 1,350,231 shares of Series B Convertible Preferred Stock
for $37 million from the Issuer in a private placement. In connection with
an overall recapitalization in December 1993, SBCorp's Preferred Shares
were converted into 1,012,673 shares of Common Stock.
SBCorp is the sole beneficiary of S.R. One, Limited (SRO), a
Pennsylvania business trust and the venture capital arm of SBCorp. SRO acquired
3,600 shares of Common Stock on February 22, 1996 through a distribution from a
venture capital limited partnership in which SRO is a limited partner.
Item 4. Purpose of Transaction.
SBCorp intends to review from time to time the business affairs and
financial position of the Issuer. Based on such evaluation and review,
as well as general economic and industry conditions existing at the time
and SBCorp's own financial plans, SBCorp may consider from time to time various
alternative courses of action. Such action may include the acquisition of
additional shares through open market purposes, privately negotiated
transactions or otherwise. Alternatively, such actions may involve the
sale of all or a portion of the shares in the open market, in privately
negotiated transactions, through public offering or otherwise. All of
the securities acquired have been purchased for investment purposes.
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Page 4 of 5 Pages
Item 5. Interest in Securities of the Issuer.
(a) Amount and Percent Beneficially Owned
Registered Name No. of Shares Percent
SmithKline Beecham Corporation 1,355,338 7.2%
(b) Power to Vote and Dispose of Shares
SBCorp has sole voting and investment power to vote and to
dispose of all the shares of Common Stock identified in subparagrpah (a) above.
(c) Transactions in the Class of Securities
See response to Item 3 (above).
(d) Right to Receive or Power to Direct the Receipt of Dividends from,
or Proceeds from the Sale of, such Securities
None.
(e) Date on Which Ceased to be Beneficial Owner of More than 5% of
Securities
Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationship with respect to Securities of the Issuer.
Under the terms of the original Stock Purchase Agreement
dated May 19, 1993, the sale of the shares is subject to certain restrictions
including compliance with the Securities Act of 1933. In this Stock Purhase
Agreement, the Issuer has granted SBCorp certain registration rights with
respect to these shares.
Item 7. Materials to be Filed as Exhibits.
None.
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Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in the
Statement is true, correct and complete.
SMITHKLINE BEECHAM CORPORATION
By: /s/ Donald F. Parman
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Donald F. Parman
Secretary
DATED: January 27, 1997
